GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

The 2020 Notes and the 2021 Notes (collectively, the "Notes") are guaranteed by substantially all of the Company’s subsidiaries organized in the United States. Each guarantor for the Notes is a 100% owned subsidiary of Clean Harbors, Inc. and its guarantee is both full and unconditional and joint and several. The guarantees are, however, subject to customary release provisions under which, in particular, the guarantee of any domestic restricted subsidiary will be released if the Company sells such subsidiary to an unrelated third party in accordance with the terms of the indentures which govern the Notes. The Notes are not guaranteed by the Company’s subsidiaries organized outside the United States. The following supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively, is presented in conformity with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”).

Following is the condensed consolidating balance sheet at September 30, 2017 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	51,514	$	221,552	$	88,592	$	—		$	361,658
Intercompany receivables	230,084		451,146		38,451		(719,681		)	—
Accounts receivables, net	—		435,058		96,638		—			531,696
Other current assets	897		215,847		51,871		(1,711		)	266,904
Property, plant and equipment, net	—		1,182,922		429,049		—			1,611,971
Investments in subsidiaries	2,933,843		585,660		—		(3,519,503		)	—
Intercompany debt receivable	—		92,938		21,000		(113,938		)	—
Goodwill	—		415,056		63,672		—			478,728
Permits and other intangibles, net	—		415,708		61,931		—			477,639
Other long-term assets	2,448		13,312		5,065		(1,068		)	19,757
Total assets	$	3,218,786	$	4,029,199	$	856,269	$	(4,355,901	)	$	3,748,353
Liabilities and Stockholders’ Equity:
Current liabilities	$	22,595	$	385,734	$	122,922	$	(1,711	)	$	529,540
Intercompany payables	441,873		266,776		11,032		(719,681		)	—
Closure, post-closure and remedial liabilities, net	—		148,791		17,045		—			165,836
Long-term obligations	1,625,971		—		—		—			1,625,971
Intercompany debt payable	—		21,000		92,938		(113,938		)	—
Other long-term liabilities	—		278,700		21,027		(1,068		)	298,659
Total liabilities	2,090,439		1,101,001		264,964		(836,398		)	2,620,006
Stockholders’ equity	1,128,347		2,928,198		591,305		(3,519,503		)	1,128,347
Total liabilities and stockholders’ equity	$	3,218,786	$	4,029,199	$	856,269	$	(4,355,901	)	$	3,748,353

Following is the condensed consolidating balance sheet at December 31, 2016 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	51,417	$	155,943	$	99,637	$	—		$	306,997
Intercompany receivables	200,337		354,836		49,055		(604,228		)	—
Accounts receivables, net	—		417,029		79,197		—			496,226
Other current assets	3,096		234,408		69,257		(17,113		)	289,648
Property, plant and equipment, net	—		1,211,210		400,617		—			1,611,827
Investments in subsidiaries	2,851,571		580,124		—		(3,431,695		)	—
Intercompany debt receivable	—		86,409		24,701		(111,110		)	—
Goodwill	—		412,638		52,516		—			465,154
Permits and other intangibles, net	—		435,594		63,127		—			498,721
Other long-term assets	2,446		7,582		4,387		(1,068		)	13,347
Total assets	$	3,108,867	$	3,895,773	$	842,494	$	(4,165,214	)	$	3,681,920
Liabilities and Stockholders’ Equity:
Current liabilities	$	21,805	$	366,831	$	133,145	$	(17,113	)	$	504,668
Intercompany payables	365,848		237,058		1,322		(604,228		)	—
Closure, post-closure and remedial liabilities, net	—		150,682		15,640		—			166,322
Long-term obligations	1,633,272		—		—		—			1,633,272
Intercompany debt payable	3,701		21,000		86,409		(111,110		)	—
Other long-term liabilities	—		275,649		18,836		(1,068		)	293,417
Total liabilities	2,024,626		1,051,220		255,352		(733,519		)	2,597,679
Stockholders’ equity	1,084,241		2,844,553		587,142		(3,431,695		)	1,084,241
Total liabilities and stockholders’ equity	$	3,108,867	$	3,895,773	$	842,494	$	(4,165,214	)	$	3,681,920

Following is the consolidating statement of operations for the three months ended September 30, 2017 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	473,428		$	152,997		$	(14,073	)	$	612,352
Product revenues	—			127,355			19,435			(3,296		)	143,494
Total revenues	—			600,783			172,432			(17,369		)	755,846
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			306,291			120,151			(14,073		)	412,369
Product cost of revenues	—			97,353			13,169			(3,296		)	107,226
Total cost of revenues	—			403,644			133,320			(17,369		)	519,595
Selling, general and administrative expenses	19			92,299			20,934			—			113,252
Accretion of environmental liabilities	—			2,092			255			—			2,347
Depreciation and amortization	—			50,917			22,072			—			72,989
(Loss) income from operations	(19		)	51,831			(4,149		)	—			47,663
Other expense	—			(305		)	(127		)	—			(432		)
Loss on early extinguishment of debt	(1,846		)	—			—			—			(1,846		)
Loss on sale of business	—			(77		)	—			—			(77		)
Interest (expense) income	(21,135		)	517			(57		)	—			(20,675		)
Equity in earnings of subsidiaries, net of taxes	25,858			(5,620		)	—			(20,238		)	—
Intercompany interest income (expense)	—			1,372			(1,372		)	—			—
Income (loss) before (benefit) provision for income taxes	2,858			47,718			(5,705		)	(20,238		)	24,633
(Benefit) provision for income taxes	(9,200		)	20,824			951			—			12,575
Net income (loss)	12,058			26,894			(6,656		)	(20,238		)	12,058
Other comprehensive income	23,709			23,709			20,263			(43,972		)	23,709
Comprehensive income	$	35,767		$	50,603		$	13,607		$	(64,210	)	$	35,767

Following is the consolidating statement of operations for the three months ended September 30, 2016 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	461,139		$	145,780		$	(12,694	)	$	594,225
Product revenues	—			118,106			20,072			(2,883		)	135,295
Total revenues	—			579,245			165,852			(15,577		)	729,520
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	(598		)	288,764			110,070			(12,694		)	385,542
Product cost of revenues	—			94,050			15,206			(2,883		)	106,373
Total cost of revenues	(598		)	382,814			125,276			(15,577		)	491,915
Selling, general and administrative expenses	23			88,652			22,279			—			110,954
Accretion of environmental liabilities	—			2,243			233			—			2,476
Depreciation and amortization	—			51,957			21,403			—			73,360
Goodwill impairment charge	—			—			34,013			—			34,013
Income (loss) from operations	575			53,579			(37,352		)	—			16,802
Other expense	—			(188		)	(10		)	—			(198		)
Gain on sale of business	—			1,288			15,143			—			16,431
Interest (expense) income	(23,042		)	1,456			21			—			(21,565		)
Equity in earnings of subsidiaries, net of taxes	3,225			(22,341		)	—			19,116			—
Intercompany interest income (expense)	—			5,235			(5,235		)	—			—
(Loss) income before (benefit) provision for income taxes	(19,242		)	39,029			(27,433		)	19,116			11,470
(Benefit) provision for income taxes	(8,987		)	35,803			(5,091		)	—			21,725
Net (loss) income	(10,255		)	3,226			(22,342		)	19,116			(10,255		)
Other comprehensive loss	(1,311		)	(1,311		)	(3,927		)	5,238			(1,311		)
Comprehensive (loss) income	$	(11,566	)	$	1,915		$	(26,269	)	$	24,354		$	(11,566	)

Following is the consolidating statement of operations for the nine months ended September 30, 2017 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	1,391,534		$	431,992		$	(40,020	)	$	1,783,506
Product revenues	—			369,864			53,496			(9,291		)	414,069
Total revenues	—			1,761,398			485,488			(49,311		)	2,197,575
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			907,396			348,436			(40,020		)	1,215,812
Product cost of revenues	—			292,503			36,959			(9,291		)	320,171
Total cost of revenues	—			1,199,899			385,395			(49,311		)	1,535,983
Selling, general and administrative expenses	70			276,974			60,723			—			337,767
Accretion of environmental liabilities	—			6,328			725			—			7,053
Depreciation and amortization	—			154,754			62,178			—			216,932
(Loss) income from operations	(70		)	123,443			(23,533		)	—			99,840
Other expense	(222		)	(2,100		)	(492		)	—			(2,814		)
Loss on early extinguishment of debt	(7,891		)	—			—			—			(7,891		)
Gain on sale of business	—			31,645			—			—			31,645
Interest (expense) income	(66,408		)	876			(211		)	—			(65,743		)
Equity in earnings of subsidiaries, net of taxes	61,388			(32,776		)	—			(28,612		)	—
Intercompany interest income (expense)	—			3,937			(3,937		)	—			—
(Loss) income before (benefit) provision for income taxes	(13,203		)	125,025			(28,173		)	(28,612		)	55,037
(Benefit) provision for income taxes	(29,748		)	62,442			5,798			—			38,492
Net income (loss)	16,545			62,583			(33,971		)	(28,612		)	16,545
Other comprehensive income	44,858			44,858			38,132			(82,990		)	44,858
Comprehensive income	$	61,403		$	107,441		$	4,161		$	(111,602	)	$	61,403

Following is the consolidating statement of operations for the nine months ended September 30, 2016 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	1,345,629		$	399,216		$	(35,827	)	$	1,709,018
Product revenues	—			303,342			58,176			(7,423		)	354,095
Total revenues	—			1,648,971			457,392			(43,250		)	2,063,113
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	(1,185		)	864,071			321,153			(35,827		)	1,148,212
Product cost of revenues	—			252,512			42,895			(7,423		)	287,984
Total cost of revenues	(1,185		)	1,116,583			364,048			(43,250		)	1,436,196
Selling, general and administrative expenses	84			253,189			69,228			—			322,501
Accretion of environmental liabilities	—			6,846			683			—			7,529
Depreciation and amortization	—			151,348			64,307			—			215,655
Goodwill impairment charge	—			—			34,013			—			34,013
Income (loss) from operations	1,101			121,005			(74,887		)	—			47,219
Other income (expense)	—			124			(861		)	—			(737		)
Gain on sale of business	—			1,288			15,143						16,431
Interest (expense) income	(66,147		)	3,851			104			—			(62,192		)
Equity in earnings of subsidiaries, net of taxes	11,867			(58,031		)	—			46,164			—
Intercompany interest income (expense)	—			15,891			(15,891		)	—			—
(Loss) income before (benefit) provision for income taxes	(53,179		)	84,128			(76,392		)	46,164			721
(Benefit) provision for income taxes	(26,019		)	72,260			(18,360		)	—			27,881
Net (loss) income	(27,160		)	11,868			(58,032		)	46,164			(27,160		)
Other comprehensive income	43,348			43,348			24,403			(67,751		)	43,348
Comprehensive income (loss)	$	16,188		$	55,216		$	(33,629	)	$	(21,587	)	$	16,188

Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2017 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash from operating activities	$	16,196		$	169,715		$	35,558		$	—		$	221,469
Cash flows from (used in) investing activities:
Additions to property, plant and equipment	—			(105,564		)	(22,172		)	—			(127,736		)
Proceeds from sale and disposal of fixed assets	—			1,625			3,750			—			5,375
Acquisitions, net of cash acquired	—			(11,427		)	(33,005		)	—			(44,432		)
Proceeds on sale of business, net of transactional costs	—			46,158			181			—			46,339
Additions to intangible assets, including costs to obtain or renew permits	—			(1,018		)	(330		)	—			(1,348		)
Proceeds from sale of investments	376			—			—			—			376
Intercompany	—			(27,740		)	—			27,740			—
Intercompany debt	—			—			3,701			(3,701		)	—
Net cash from (used in) investing activities	376			(97,966		)	(47,875		)	24,039			(121,426		)

Cash flows used in financing activities:
Change in uncashed checks	—			(6,140		)	(2,517		)	—			(8,657		)
Proceeds from exercise of stock options	46			—			—			—			46
Issuance of restricted shares, net of shares remitted	(2,321		)	—			—			—			(2,321		)
Repurchases of common stock	(24,465		)	—			—			—			(24,465		)
Deferred financing costs paid	(5,746		)	—			—			—			(5,746		)
Premiums paid on early extinguishment of debt	(6,028		)	—			—			—			(6,028		)
Principal payment on debt	(401,000		)	—			—			—			(401,000		)
Issuance of senior secured notes, net of discount	399,000			—			—			—			399,000
Intercompany	27,740			—			—			(27,740		)	—
Intercompany debt	(3,701		)	—			—			3,701			—
Net cash used in financing activities	(16,475		)	(6,140		)	(2,517		)	(24,039		)	(49,171		)
Effect of exchange rate change on cash	—			—			3,789			—			3,789
Increase (decrease) in cash and cash equivalents	97			65,609			(11,045		)	—			54,661
Cash and cash equivalents, beginning of period	51,417			155,943			99,637			—			306,997
Cash and cash equivalents, end of period	$	51,514		$	221,552		$	88,592		$	—		$	361,658

Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2016 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash from operating activities	$	43,033		$	128,182		$	7,612		$	—		$	178,827
Cash flows used in investing activities:
Additions to property, plant and equipment	—			(152,836		)	(22,512		)	—			(175,348		)
Proceeds from sale and disposal of fixed assets	—			950			3,032			—			3,982
Acquisitions, net of cash acquired	—			(197,089		)	(10,000		)	—			(207,089		)
Proceeds on sale of business	—			18,885			28,249			—			47,134
Additions to intangible assets, including costs to obtain or renew permits	—			(949		)	(971		)	—			(1,920		)
Purchases of available-for-sale securities	(102		)	—			(496		)	—			(598		)
Intercompany	—			(18,118		)	—			18,118			—
Investment in subsidiaries	(250,625		)	—			—			250,625			—
Net cash used in investing activities	(250,727		)	(349,157		)	(2,698		)	268,743			(333,839		)

Cash flows from (used in) financing activities:
Change in uncashed checks	—			(6,064		)	(1,020		)	—			(7,084		)
Proceeds from exercise of stock options	230			—			—			—			230
Issuance of restricted shares, net of shares remitted	(2,500		)	—			—			—			(2,500		)
Repurchases of common stock	(15,869		)	—			—			—			(15,869		)
Excess tax benefit of stock-based compensation	21			—			—			—			21
Deferred financing costs paid	(2,614		)	—			—			—			(2,614		)
Issuance of senior unsecured notes, including premium	250,625			250,625			—			(250,625		)	250,625
Intercompany	18,118			—			—			(18,118		)	—
Intercompany debt	—			63,118			(63,118		)	—			—
Net cash from (used in) financing activities	248,011			307,679			(64,138		)	(268,743		)	222,809
Effect of exchange rate change on cash	—			—			5,352			—			5,352
Increase (decrease) in cash and cash equivalents	40,317			86,704			(53,872		)	—			73,149
Cash and cash equivalents, beginning of period	11,017			83,479			90,212			—			184,708
Cash and cash equivalents, end of period	$	51,334		$	170,183		$	36,340		$	—		$	257,857